End User License Agreement

Skills Tech Workspace™ is the account, product access, billing, teams, entitlement, app-switching, single sign-on, and aggregate Proof Portfolio™ control plane for the Skills Tech ecosystem, which includes Skills Tech Talk®, OpenThunder™, and Repo Mastery™. Each product is governed by this Agreement together with any product-specific terms it presents. Features described as preview, beta, or coming soon may be incomplete or change, and may not be generally available.

You accept this Agreement when you click "I agree," check an acceptance box, or create an account, sign in, or use the Services, whichever occurs first. You agree that your electronic acceptance has the same legal effect as a handwritten signature and that this Agreement is enforceable as an electronic (clickwrap) contract to the maximum extent permitted by law. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to both you and that organization.

Subject to this Agreement and payment of any applicable fees, Skills Tech grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes. The Services are licensed, not sold. Skills Tech and its licensors retain all right, title, and interest in the Services, including all intellectual property rights. All rights not expressly granted are reserved.

The Services may offer free and paid features. Some features require a paid plan, subscription, enterprise agreement, seat, or entitlement. Skills Tech may change, improve, limit, or discontinue any feature. If there is a conflict between this Agreement and a signed enterprise agreement, the signed enterprise agreement controls for that customer.

The Services are offered on a self-service basis. You may purchase, upgrade, downgrade, renew, or cancel plans yourself through online checkout and account tools, without negotiating with or contacting a salesperson. No statement on the site, in the app, or in marketing creates an obligation for Skills Tech to provide human sales assistance, a custom quote, or a negotiated agreement.

Checkout, payment processing, invoicing, taxes, subscription management, and refunds are handled by Skills Tech Talk, LLC as merchant of record, or its designated payment processor, under the terms presented at checkout. You authorize recurring charges for subscription plans until you cancel, and you agree to the pricing, billing period, and renewal terms shown at purchase. Except as required by law or expressly stated at checkout, fees are non-refundable and are not prorated on cancellation.

Entitlement to paid features is granted through a subscription or entitlement record that is issued, renewed, and revoked automatically based on your billing status, without action by Skills Tech personnel. You may not share, resell, sublicense, transfer, forge, tamper with, or circumvent entitlements, license keys, seats, or access controls, or attempt to enable paid, team, or enterprise features without a valid entitlement; any such attempt is a material breach. If a subscription is canceled, lapses, fails, or is charged back, the entitlement may be revoked automatically and paid features may become unavailable without further notice.

Some features require an account. Identity is federated through the shared Skills Tech sign-in and identity provider. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, and for providing accurate account and billing information. If your organization configures single sign-on (SSO), the organization and its administrator are responsible for their identity provider, domain verification, metadata, and user provisioning; Skills Tech is not responsible for your identity provider's configuration, security, or availability. Skills Tech may suspend or terminate access for non-payment, misuse, security risk, violation of this Agreement, or legal compliance, and such action may be automated.

You retain ownership of the content, repositories references, account data, and proof artifacts associated with your account. We do not claim ownership of your content or your Proof Portfolio™. You grant Skills Tech a limited license to host, process, and display your content solely to provide the Services to you and, where you direct it, to the people you share proof with. Your proof is private by default; it becomes visible to others only when you choose to publish or share it, and you may revoke sharing or export your portfolio at any time.

Skills Tech Workspace™ stores account, team, entitlement, and proof metadata. It does not store your source code, which is analyzed locally or by the product you direct. To provide the Services, the Workspace reads entitlement and proof data from other Skills Tech products by your user identity. You are responsible for reviewing settings and share previews before publishing or transmitting data to others.

Proof artifacts, scores, badges, mastery signals, readiness indicators, and certificates are informational aids that reflect activity within the Services. They are not a professional certification, license, accreditation, degree, or guarantee of a person's skill, competence, employability, or fitness for any role or task, and they do not create any legal status or entitlement. Any hiring, promotion, staffing, or evaluation decision is yours alone, and you are responsible for making it lawfully and on your own independent judgment.

Team and organization dashboards are designed to show system and repository-level coverage and readiness, not to rank, score, or monitor individual employees. Individual proof appears to others only when the individual publishes it. If you use team features as an employer or organization, you are solely responsible for using team data lawfully, including any employee notice or consent and compliance with employment, labor, privacy, and data-protection laws in your jurisdiction. Skills Tech is not your employer, is not a joint employer, and is not responsible for your human-resources, employment, or personnel decisions or their consequences.

The Services, and the products they connect to, may generate or aggregate summaries, scores, signals, recommendations, and AI-generated content. You understand that such outputs may be inaccurate, incomplete, insecure, biased, out of date, or misleading; that they are not a substitute for human judgment; and that you are responsible for reviewing, testing, and validating any output before relying on it. Data read from other products is provided as is; the Workspace aggregates it but does not independently verify the underlying analysis. Third-party AI and service providers have their own terms and data practices, and Skills Tech is not responsible for their behavior, output, cost, availability, or data handling.

The Services are tools for software professionals. You acknowledge that their outputs, including scores, signals, reports, and recommendations, are informational aids only and are not professional, legal, security, compliance, financial, or human-resources advice; that you will not rely on them as the sole basis for any decision; that you are solely responsible for independently reviewing, testing, and validating outputs before use; and that you assume all risk arising from your use of the Services and their outputs.

Nothing in the Services is legal, financial, tax, employment, security, or other professional advice, and no professional relationship is created by your use of the Services. Consult a qualified professional for advice specific to your situation.

You may not:

• reverse engineer, decompile, or disassemble the Services except where applicable law expressly allows and cannot be waived;
• modify, copy, distribute, rent, lease, sublicense, sell, or resell the Services except as this Agreement allows;
• remove proprietary, trademark, or copyright notices;
• bypass or circumvent entitlements, license keys, seat or plan limits, access controls, or usage restrictions;
• use the Services to violate law, infringe rights, or access systems or data without authorization;
• overload, disrupt, probe, or harm the Services or their infrastructure, or interfere with metering or enforcement;
• misrepresent proof, scores, or signals as a guarantee of skill, security, or compliance;
• process or upload data you do not have permission or rights to use.

You agree to use the Services only for lawful purposes and only with content, repositories, and systems you own or are authorized to use. You are responsible for the conduct of users under your account and organization.

The Services may include open-source components governed by their own licenses. Nothing here limits your rights under those licenses. Notices and attributions may be provided in documentation or the application.

If you provide feedback, ideas, or suggestions, you grant Skills Tech a worldwide, perpetual, irrevocable, royalty-free license to use it to improve and operate the Services and related products, without compensation to you. You are not required to provide feedback.

Skills Tech may provide updates that add, change, or remove features. Continued use after an update means you accept the updated Services and any applicable updated terms.

Features labeled beta, preview, experimental, or early access may be incomplete, unstable, inaccurate, or changed without notice, are provided "as is" without warranty, and are used at your own risk.

Your use is subject to our Privacy Policy, which describes what data is collected and how it is used. Skills Tech Workspace™ stores account, team, entitlement, and proof metadata; it does not store your source code. Team dashboards are for system-level coverage and are not a tool to rank or monitor individual employees.

If you use the Services with confidential or proprietary information, you are responsible for ensuring your use, settings, sharing, and integrations comply with your confidentiality obligations. Do not publish, share, or transmit confidential data unless you have permission.

The Services integrate with third-party providers, including identity, payment, and code-hosting services. Your use of those providers is governed by their own terms, and Skills Tech is not responsible for their acts or omissions.

If you use the Services on behalf of an organization, you represent that you have authority to bind it, and the organization is responsible for its users' compliance. Skills Tech may require a separate enterprise agreement for enterprise features, SSO, audit logs, or custom terms.

This Agreement remains in effect until terminated. You may terminate by stopping all use of the Services. Skills Tech may suspend or terminate your license or access for violation of this Agreement, non-payment, misuse, security risk, or unlawful use, and such action may be automated. Paid entitlements end automatically at the end of your billing period unless renewed. Before access is removed, you may export your proof and account data as provided in the Services. Provisions that by their nature should survive, including ownership, restrictions, disclaimers, limitation of liability, indemnification, confidentiality, feedback, dispute resolution and arbitration, the limitation period, and governing law, survive termination.

The Services are provided "as is" and "as available." To the maximum extent permitted by law, Skills Tech and its affiliates, licensors, and suppliers disclaim all warranties and conditions, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, security, availability, and error-free or uninterrupted operation, and any warranties arising from course of dealing or usage of trade. Skills Tech does not warrant that the Services, or any score, signal, proof, or analysis, are accurate, complete, or will meet your requirements. You acknowledge these disclaimers are a fundamental basis of the bargain. Some jurisdictions do not allow certain exclusions, so some may not apply to you; in that case such warranties are limited to the minimum scope and shortest duration permitted by law.

To the maximum extent permitted by law, Skills Tech and its affiliates, officers, directors, employees, licensors, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost or corrupted data, business interruption, loss of goodwill, security incidents, or costs of substitute products or services, arising out of or relating to the Services or this Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of Skills Tech for all claims arising out of or relating to the Services or this Agreement will not exceed the greater of: (1) the amount you paid to Skills Tech for the Services in the twelve (12) months before the event giving rise to the claim; or (2) one hundred U.S. dollars (US $100) if you used only free features. These limitations apply even if a limited remedy is found to have failed of its essential purpose, and are a fundamental basis of the bargain. Some jurisdictions do not allow certain limitations, so some may not apply to you; in that case liability is limited to the minimum extent permitted by law.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Skills Tech and its affiliates, officers, directors, employees, and licensors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: your use or misuse of the Services; your violation of this Agreement or of law; your infringement or misappropriation of third-party rights; your content, data, or repositories; your employment or human-resources decisions and your use of team data; and your use of third-party services or integrations.

Please read this section carefully. It affects your legal rights.

a. Informal resolution first. Before starting an arbitration or lawsuit, you agree to first contact Skills Tech at the address in Section 41, describe the dispute and the relief you seek in writing, and negotiate in good faith for at least sixty (60) days.

b. Binding individual arbitration. Except for the carve-outs in subsection (e), any dispute arising out of or relating to the Services or this Agreement that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its applicable rules, rather than in court. The arbitration will be held in Wake County, North Carolina, or by videoconference or on documents where the rules allow. The award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this section.

c. Class-action and jury waiver. To the maximum extent permitted by law, you and Skills Tech each waive the right to a trial by jury and agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

d. 30-day opt-out. You may opt out of this arbitration and class-waiver section by sending written notice to the address in Section 41 within thirty (30) days after you first accept this Agreement, stating your name and that you opt out. If you opt out, disputes will be resolved in the courts identified in Section 37.

e. Carve-outs. This section does not require arbitration of: (i) claims that qualify for small-claims court and are brought there individually; or (ii) claims by Skills Tech for injunctive or equitable relief under Section 29.

f. Severability of the class waiver. If the class-action/collective waiver in subsection (c) is found unenforceable as to a claim, only that claim is severed and brought in court under Section 37; the rest of this section remains in effect.

You acknowledge that a breach of the license, intellectual-property, acceptable-use, or confidentiality provisions may cause Skills Tech irreparable harm for which monetary damages are inadequate. Skills Tech may seek injunctive or other equitable relief, without posting a bond, in addition to any other remedy, in any court of competent jurisdiction, notwithstanding Section 28.

To the maximum extent permitted by law, any claim arising out of or relating to the Services or this Agreement must be filed within one (1) year after the claim arose, or the shortest period permitted by law if one year is not permitted. Otherwise the claim is permanently barred.

You agree to comply with applicable export control, sanctions, and trade laws, and not to use or export the Services in violation of those laws or to prohibited countries, entities, or persons.

If the Services are used by or on behalf of the U.S. Government, they are provided as commercial computer software and documentation with only the rights granted to other users under this Agreement.

Skills Tech is not liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, power or network outages, cloud or third-party provider failures, labor disputes, war, terrorism, civil unrest, government action, or epidemics.

You may not assign or transfer this Agreement or your license without Skills Tech's prior written consent, and any attempted assignment in violation of this section is void. Skills Tech may assign this Agreement freely, including in a merger, acquisition, financing, or sale of assets. This Agreement binds the parties and their permitted successors and assigns.

This Agreement creates no third-party beneficiary rights, except that Skills Tech's affiliates, officers, directors, employees, licensors, and suppliers are intended beneficiaries of the disclaimers, limitation of liability, and indemnification provisions and may enforce them.

Skills Tech may update this Agreement from time to time. Material changes may be communicated through the Services or by email, and, where required by law, material changes to the arbitration section will not apply retroactively to a filed dispute. Your continued use after changes become effective means you accept the updated Agreement, and you may be asked to re-accept it.

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law rules, and by the Federal Arbitration Act as to Section 28. Subject to Section 28, the state and federal courts located in Wake County, North Carolina, have exclusive jurisdiction and venue for disputes, and you consent to their personal jurisdiction, unless applicable law requires another venue.

If any provision is found unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.

Failure to enforce any provision does not waive the right to enforce it later. Any waiver must be in writing to be effective.

This Agreement, together with any applicable order form, enterprise agreement, privacy policy, or supplemental terms, is the entire agreement between you and Skills Tech regarding the Services and supersedes all prior understandings on that subject.

Questions about this Agreement, and any informal-resolution or arbitration opt-out notices under Section 28, may be sent to Skills Tech Talk, LLC through the support and legal channels listed in the Services.